PROSPECTUS SUPPLEMENT NO. 1
415,000,000
SPX CORPORATION
LIQUID YIELD OPTION(TM) NOTES DUE 2021
(ZERO COUPON-SENIOR)
AND
COMMON SHARES ISSUABLE UPON
CONVERSION AND/OR PURCHASE OF THE LYONS
This prospectus supplement supplements the prospectus dated December
3, 2001 of SPX Corporation, relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of our securityholders' interests)
of up to $415,000,000 aggregate principal amount at maturity of LYONs and
the common shares issuable upon conversion, and/or purchase by us, of the
LYONs. You should read this prospectus supplement in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus.
Capitalized terms used in this prospectus supplement and not otherwise
defined herein have the meanings specified in the prospectus.
The following information represents updated information regarding
selling securityholders listed in the selling securityholders table
contained on page 44 of the prospectus.
AGGREGATE PRINCIPAL PERCENTAGE OF NUMBER OF PERCENTAGE OF
AMOUNT AT MATURITY OF LYONS COMMON SHARES COMMON SHARES
NAME LYONS THAT MAY BE SOLD OUTSTANDING THAT MAY BE SOLD(1) OUTSTANDING(2)
------------------------------------------- ------------------------ --------------- ------------------- --------------
Wilmington Trust Company as Owner Trustee $ 68,080,000 16.4 301,553 *
for the Forrestal Funding Master Trust
First Union Securities Inc. / Bk TDG $ 55,000,000 13.25 243,617 *
Merrill Lynch Pierce Fenner & Smith Inc. $ 37,900,000 9.13 167,874 *
Onyx Fund Holdings, LDC $ 33,250,000 8.01% 147,277 *
Leonardo, L.P. $ 20,000,000 4.82 88,588 *
Tribeca Investments, L.L.C. $ 17,000,000 4.10 75,299 *
Deutsche Banc Alex Brown Inc. $ 13,500,000 3.25% 59,796 *
Chrysler Corporation Master Retirement Trust $ 13,380,000 3.22% 59,265 *
State of Connecticut Combined Investment $ 11,085,000 2.67% 49,099 *
Funds
Royal Bank of Canada $ 10,000,000 2.41% 44,294 *
OCM Convertible Trust $ 9,760,000 2.35 43,230 *
Merrill Lynch International Ltd $ 9,580,000 2.31 42,433 *
Peoples Benefit Life Insurance Company $ 9,000,000 2.17% 39,864 *
Teamsters
State Employees' Retirement Fund of the $ 5,190,000 1.25% 22,988 *
State of Delaware
Argent Convertible Arbitrage Fund Ltd. $ 5,000,000 1.20 22,147 *
Granville Capital Corporation $ 5,000,000 1.20 22,147 *
Yield Strategies Fund II, LP $ 5,000,000 1.20% 22,147 *
Delta Air Lines Master Trust (c/o Oaktree $ 3,540,000 * 15,680 *
Capital Management LLC)
KBC Financial Products USA $ 3,000,000 * 13,288 *
National Union Fire Insurance Company of $ 3,000,000 * 13,288 *
Pittsburgh PA
Aristeia International, Limited $ 2,880,000 * 12,756 *
Cirelet (IMA) Limited $ 2,500,000 * 11,073 *
Duckbill & Co. $ 2,500,000 * 11,073 *
Delta Pilots D & S Trust $ 2,495,000 * 11,051 *
Partner Reinsurance Company Ltd. $ 2,290,000 * 10,143 *
Microsoft Corporation $ 1,955,000 * 8,659 *
Motion Picture Industry Health Plan -- $ 1,205,000 * 5,337 *
Active Member Fund
Aristeia Partners L.P. $ 1,120,000 * 4,960 *
Century National Insurance Company $ 950,000 * 4,207 *
Motion Picture Industry Health Plan -- $ 600,000 * 2,657 *
Retiree Member Fund
Qwest Occupational Health Trust $ 500,000
Worldwide Transactions Ltd. $ 420,000 * 1,860 *
First Mercury Insurance Company - Total $ 50,000 * 221 *
Return
All other holders of LYONs or future $ 68,030,000 16.39% 301,332 *
transferees, pledgees, donees, ----------
assignees, or successors of any
such holders (3)(4)..............
Total....................... $ 415,000,000 100% 1,838,201 4.36
============
- ----------------------
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's LYONs at a conversion rate
of 4.4294 common shares per $1,000 principal amount at maturity of the
LYONs. This conversion rate is subject to adjustment, however, as
described under "Description of the LYONs--Conversion Rights." As a
result, the number of common shares issuable upon conversion of the
LYONs may increase or decrease in the future. Does not include common
shares that may be issued by us upon purchase of LYONs by us at the
option of the holder.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
40,351,310 common shares outstanding as of November 26, 2001. In
calculating this amount for each holder, we treated as outstanding the
number of common shares issuable upon conversion of all of that
holder's LYONs, but we did not assume conversion of any other holder's
LYONs. Does not include common shares that may be issued by us upon
purchase of LYONs by us at the option of the holder.
(3) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(4) Assumes that any other holders of LYONs, or any future pledgees,
donees, assignees, transferees or successors of or from any such other
holders of LYONs, do not beneficially own any common shares other than
the common shares issuable upon conversion of the LYONs at the initial
conversion rate.
(TM)TRADEMARK OF MERRILL LYNCH & CO., INC.
The date of this prospectus supplement is December 3, 2001.
